PHONE1GLOBALWIDE, INC.

                            SUBSCRIPTION INSTRUCTIONS

                                       TO

                       REGULATION S SUBSCRIPTION AGREEMENT

1. Subscription Agreement.

READ THE SUBSCRIPTION AGREEMENT IN ITS ENTIRETY. It contains certain statements
and certain representations required to be made by each subscriber. Complete,
date and sign the Signature Page (page 12 of the Subscription Agreement) and
return the executed Subscription Agreement, together with payment in full for
the number of Shares subscribed for, to the Company at the address set forth in
Item 3 below.

2. Certificate for Corporate, Partnership, Trust and Joint Purchasers.

If the purchaser is a corporation, partnership, trust or two or more individuals
purchasing jointly, note the specific instructions that appear in the
Certificate of Corporate, Partnership, Trust and Joint Purchasers. Please date
and sign the Certificate.

3. Payment.

You will be required to submit the executed Signature Page and tender the
correct purchase price by check (made payable to "Phone1Globalwide, Inc.") or
wire transfer in order to complete your subscription. See Section 1 of the
Subscription Agreement.

Deliver or mail Items 1, 2 and 3 to: Phone1Globalwide, Inc., 100 N. Biscayne
Boulevard, Suite 2500, Miami, Florida 33132, Attention: Syed Naqvi, Chief
Financial Officer.

ALL INFORMATION SHOULD BE TYPED OR PRINTED IN INK.
ANY CORRECTIONS MUST BE INITIALED.
<PAGE>

                             PHONE1GLOBALWIDE, INC.

                       REGULATION S SUBSCRIPTION AGREEMENT

Phone1Globalwide, Inc.
100 N. Biscayne Boulevard, Suite 2500
Miami, Florida 33132

Attention: Syed Naqvi, Chief Financial Officer

Gentlemen:

1. Subscription. The undersigned (the "Purchaser"), intending to be legally
bound, hereby irrevocably agrees to purchase from Phone1Globalwide, Inc., a
Delaware corporation (the "Company"), 3,571,428 shares of the Company's Common
Stock, $.001 par value (the "Shares"), at a purchase price of US$1.40 per Share
(for a total of US$5,000,000). The Purchaser acknowledges that prior to the
execution hereof, the books and records of the Company, including financial
information, have been made available and continue to be made available for
inspection by the Purchaser at the offices of the Company.

2. Payment. The Purchaser will, no later than May 31, 2004, make a wire transfer
payment to "Phone1Globalwide, Inc." or deposit in a bank account of the Company,
which shall be in the amount of US$5,000,000 for the Shares.

3. Acceptance of Subscription. The Shares subscribed for herein shall not be
deemed issued to or owned by the Purchaser until the purchase price for the
Shares described in Section 2 above has been paid.

4. Representations and Warranties of the Company.

      (a) The Company (i) is a duly organized and validly existing corporation
in good standing under the laws of the jurisdiction of its incorporation, (ii)
has the power and authority and possesses all franchises, permits,
authorizations and approvals necessary to carry on its business as now being
conducted and to own its property and assets, and (iii) has good and marketable
title to its assets free and clear of any lien, except for liens that do not
cause a material adverse effect in the condition of the Borrower, the Guarantor
and its subsidiaries and except as set forth in filings with the United States
Securities and Exchange Commission under the United States Securities Act of
1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934
or any successor statute thereof (the "Exchange Act").

      (b) The Company has the power and authority to execute, deliver and
perform the terms and provisions of this Agreement and has taken all necessary
corporate action to authorize the execution, delivery and performance by it of
this Agreement. The


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Company has duly executed and delivered this Agreement which constitutes its
legal, valid and binding obligation enforceable in accordance with their terms,
except as such enforcement may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar laws relating to or
limiting creditors' rights generally or by general equity principles.

      (c) Neither the execution, delivery or performance by the Company of this
Agreement, nor compliance by it with the terms and provisions thereof (i) will
contravene any provision of any law, statute, rule or regulation or any order,
writ, injunction or decree of any court or governmental instrumentality binding
on the Company, (ii) will conflict or be inconsistent with or result in any
breach of any of the terms, covenants, conditions or provisions of, or
constitute a default in respect of the terms of any indenture, mortgage, deed or
trust, credit agreement, loan agreement or any other agreement, contract or
instrument to which the Company is a party or by which its properties or assets
is bound or to which it may be subject.

      (d) When issued the Shares (i) will be duly and validly issued; (ii) will
be fully paid and non-assessable and (iii) will be free and clear from any liens
and the Company shall deliver to the Purchaser, certificate(s) representing the
Shares.

5. Representations and Warranties of the Purchaser. The Purchaser hereby
represents, warrants, acknowledges and agrees as follows:

      (a) The Purchaser is a duly organized and validly existing corporation in
good standing under the laws of the jurisdiction of its incorporation.

      (b) The Purchaser has the power and authority to execute, deliver and
perform the terms and provisions of this Agreement and has taken all necessary
corporate action to authorize the execution, delivery and performance by it of
this Agreement. The Purchaser has duly executed and delivered this Agreement
which constitutes its legal, valid and binding obligation enforceable in
accordance with their terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or
other similar laws relating to or limiting creditors' rights generally or by
general equity principles.

      (c) Neither the execution, delivery or performance by the Purchaser of
this Agreement, nor compliance by it with the terms and provisions thereof (i)
will contravene any provision of any law, statute, rule or regulation or any
order, writ, injunction or decree of any court or governmental instrumentality
binding on the Company, (ii) will conflict or be inconsistent with or result in
any breach of any of the terms, covenants, conditions or provisions of, or
constitute a default in respect of the terms of any indenture, mortgage, deed or
trust, credit agreement, loan agreement or any other agreement, contract or
instrument to which the Company is a party or by which its properties or assets
is bound or to which it may be subject.


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<PAGE>

      (d) The offering and sale of the Shares is not registered under the
Securities Act or any state securities laws. The Purchaser understands that the
offering and sale of the Shares is intended to be exempt from registration under
the Securities Act by virtue of Regulation S thereof and Rules 901 through 905
and the Preliminary Notes of Regulation S, based, in part, upon the
representations, warranties and agreements of the Purchaser contained in this
Subscription Agreement. The Purchaser further represents and warrants as
follows:

            (i) Neither the undersigned nor any person or entity for whom the
undersigned is acting as fiduciary is a U.S. Person. A "U.S. Person" means any
one of the following:

            (A) any natural person resident in the United States;

            (B) any partnership or corporation organized or incorporated under
the laws of the United States;

            (C) any estate of which any executor or administrator is a U.S.
Person;

            (D) any trust of which any trustee is a U.S. Person;

            (E) any agency or branch of a foreign entity located in the United
States;

            (F) any non-discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary for the benefit or account
of a U.S. Person;

            (G) any discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary organized, incorporated, or
(if an individual) resident in the United States; and

            (H) any partnership or corporation if:

                  (1) organized or incorporated under the laws of any foreign
jurisdiction; and

                  (2) formed by a U.S. Person principally for the purpose of
investing in securities not registered under the Securities Act, unless it is
organized or incorporated, and owned, by accredited investors (as defined in
Rule 501(a) under the Securities Act) who are not natural persons, estates or
trusts.

The following are not "U.S. Persons":

            (A) Any discretionary account or similar account (other than an
estate or trust) held for the benefit or account of a non-U.S. Person by a
dealer or other


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professional fiduciary organized, incorporated, or (if an individual) resident
in the United States;

            (B) Any estate of which any professional fiduciary acting as
executor or administrator is a U.S. Person if:

                  (1) an executor or administrator of the estate who is not a
U.S. Person has sole or shared investment discretion with respect to the assets
of the estate; and

                  (2) the estate is governed by foreign law;

            (C) Any trust of which any professional fiduciary acting as trustee
is a U.S. Person, if a trustee who is not a U.S. Person has sole or shared
investment discretion with respect to the trust assets, and no beneficiary of
the trust (and no settlor if the trust is revocable) is a U.S. Person;

            (D) An employee benefit plan established and administered in
accordance with the law of a country other than the United States and customary
practices and documentation of such country;

            (E) Any agency or branch of a U.S. Person located outside the United
States if:

                  (1) the agency or branch operates for valid business reasons;
and

                  (2) the agency or branch is engaged in the business of
insurance or banking and is subject to substantive insurance or banking
regulation, respectively, in the jurisdiction where located; and

            (F) The International Monetary Fund, the International Bank for
Reconstruction and Development, the Inter-American Development Bank, the Asian
Development Bank, the African Development Bank, the United Nations, and their
agencies, affiliates and pension plans, and any other similar international
organizations, their agencies, affiliates and pension plans.

"United States" means the United States of America, its territories and
possessions, any State of the United States, and the District of Columbia.

            (ii) At the time the buy order for the Shares subscribed for
hereunder was originated, the Purchaser was outside the United States and is
outside of the United States as of the date of the execution and delivery of
this Subscription Agreement. No offer to purchase the Shares was made in the
United States.


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<PAGE>

            (iii) The Purchaser will resell the Shares only in accordance with
the provisions of Regulation S under the Securities Act (Rule 901 through Rule
905, and Preliminary Notes). Prior to the expiration of the distribution
compliance period (as such term is defined in Rule 902 of the Securities Act),
all offers and sales shall only be made in compliance with the safe harbor
provided in Regulation S, pursuant to a registration under the Securities Act
and applicable state securities laws. After the expiration of the distribution
compliance period, all offers and sales shall be made only pursuant to a
registration under the Securities Act and applicable state securities laws, or
an available exemption therefrom.

            (iv) The Purchaser agrees not to engage in any hedging transactions
with regard to the Company's securities unless in compliance with the Securities
Act.

            (v) Neither the Purchaser nor any affiliates thereof will, directly
or indirectly, maintain any short position in the Shares or any other securities
of the Company for so long as any of the Shares are owned by the Purchaser.

            (vi) The Purchaser acknowledges that the Company will refuse to
register any transfer of Shares not made in accordance with the provisions of
Regulation S under the Securities Act, pursuant to a registration of Shares
under the Securities Act, or pursuant to an available exemption from such
registration.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT,
OR THE SECURITIES LAWS OF ANY U.S. STATE AND ARE BEING OFFERED AND SOLD IN
RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH
LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTION ON TRANSFERABILITY AND RESALE
AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S OF SAID ACT (RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES),
PURSUANT TO REGISTRATION UNDER SAID ACT AND SUCH LAWS, OR PURSUANT TO AN
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION, ANY U.S. STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY,
NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF
THE SALE OF THE SHARES. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

      (f) The Purchaser agrees that the purchase of the Shares is a long-term
investment and that the Purchaser may have to bear the economic risk of the
investment for an indefinite period of time because the Shares have not been
registered under the Securities Act and may never be registered and cannot be
resold, pledged, assigned or otherwise disposed of except (i) in accordance with
the provisions of Regulation S under the Securities Act (Rules 901 through 905,
and Preliminary Notes), (ii) pursuant to


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<PAGE>

registration under the Securities Act and under applicable securities laws of
certain U.S. states, (iii) pursuant to an available exemption from such
registration or (iv) in circumstances in which said Securities Act and such laws
do not apply.

      (g) The Purchaser and the Purchaser's attorney, accountant, purchaser
representative and/or tax advisor, if any (collectively, the "Advisors"), have
had the opportunity to ask questions of and review the information, including
financial information, about the Company and have carefully reviewed any such
documentation and understand the information contained therein.

      (h) Neither the United States Securities and Exchange Commission nor any
state securities commission in the United States has approved the Shares, or
passed upon or endorsed the merits of the purchase or sale of the Shares.

      (i) All documents, records and books pertaining to the investment in the
Shares have been made available for inspection by such Purchaser and the
Advisors, if any. The Purchaser and the Advisors, if any, have had a reasonable
opportunity to ask questions of, and receive answers from, a person or persons
acting on behalf of the Company concerning the offering of the Shares and the
business, financial condition, results of operations and prospects of the
Company, and all such questions have been answered to the full satisfaction of
the Purchaser and the Advisors, if any. The Purchaser and the Advisors, if any,
have had the opportunity to obtain any additional information, to the extent the
Company had such information in its possession or could acquire it without
unreasonable effort or expense and all documents received or reviewed in
connection with the purchase of the Shares and have had the opportunity to have
representatives of the Company provide them with such additional information
regarding the terms and conditions of this particular investment and the
financial condition, results of operations, business and prospects of the
Company deemed relevant by the Purchaser or the Advisors, if any, and all such
requested information, to the extent the Company had such information in its
possession or could acquire it without unreasonable effort or expense, has been
provided to Purchaser's full satisfaction.

      (j) In evaluating the suitability of an investment in the Company, the
Purchaser has not relied upon any representation or other information (oral or
written) other than as contained in documents or answers to questions so
furnished by the Company to the Purchaser or the Advisors, if any.

      (k) The Purchaser is unaware of, is in no way relying on and did not
become aware of the offering of the Shares through, or as a result of, any form
of general solicitation or general advertising including, without limitation,
any article, notice, advertisement or other communication published in any
newspaper, magazine or similar media or broadcast over television, radio, the
Internet or any other form of electronic media, in connection with the offering
and sale of the Shares and is not subscribing for the Shares and did not become
aware of the offering of the Shares through or as a result of any seminar or
meeting to which the Purchaser was invited by, or any solicitation of a


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subscription by, a person not previously known to the Purchaser in connection
with investments in securities generally.

      (l) The Purchaser has taken no action which would give rise to any claim
by any person for brokerage commissions, finders' fees or the like relating to
this Subscription Agreement or the transactions contemplated hereby.

      (m) The Purchaser or the Advisors, if any, have such knowledge and
experience in financial, tax and business matters, and, in particular,
investments in securities, so as to enable them to utilize the information made
available to them in connection with the offering of the Shares to evaluate the
merits and risks of an investment in the Shares and the Company and to make an
informed investment decision with respect thereto. The Purchaser is not relying
on the Company or any of its employees or agents with respect to the legal, tax,
economic and related considerations of an investment in the Shares, and the
Purchaser has relied on the advice of, or has consulted with, only his own
Advisors, if any. The Purchaser represents, warrants and covenants that the
Purchaser is an "Accredited Investor" within the meaning of Rule 501 of the
Securities Act. In particular, if the Purchaser is an individual, the Purchaser
qualifies as such pursuant to Subsections (a)(5) and (6) of Rule 501, which
provides that an Accredited Investor shall include:

            "(5) any natural person whose individual net worth, or joint net
worth with that person's spouse, at the time of his purchase exceeds $1,000,000;
and

            (6) any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse in excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current year."

      (n) The Purchaser is acquiring the Shares solely for such Purchaser's own
account for investment and not with a view towards resale or distribution
thereof, in whole or in part. The Purchaser has no agreement or arrangement,
formal or informal, with any person to sell or transfer all or any part of the
Shares, and the Purchaser has no plans to enter into any such agreement or
arrangement.

      (o) The Purchaser must bear the substantial economic risks of the
investment in the Shares indefinitely because none of the Shares may be sold,
hypothecated or otherwise disposed of unless subsequently registered under the
Securities Act and applicable state securities laws or an exemption from such
registration is available. Legends shall be placed on the certificates
representing the Shares to the effect that they have not been registered under
the Securities Act or applicable state securities laws and appropriate notations
thereof will be made in the Company's stock books. It is not anticipated that
there will be any market for resale of the Shares, and such Shares will not be
freely transferable at any time in the foreseeable future.


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      (p) The Purchaser has adequate means of providing for such Purchaser's
current financial needs and foreseeable contingencies and has no need for
liquidity of the investment in the Shares for an indefinite period of time.

      (k) The Purchaser is aware that an investment in the Shares involves a
number of very significant risks.

      (r) The Purchaser acknowledges that except for any rescission rights that
may be provided under applicable laws, the Purchaser is not entitled to cancel,
terminate or revoke this subscription, and any agreements made in connection
herewith shall survive Purchaser's death or disability.

      (s) The Purchaser: (i) if a natural person, represents that the Purchaser
has reached the age of 21 and has full power and authority to execute and
deliver this Subscription Agreement and all other related agreements or
certificates and to carry out the provisions hereof and thereof; (ii) if a
corporation, limited liability company or partnership, association, joint stock
company, trust, unincorporated organization or other entity, such entity was not
formed for the specific purpose of acquiring the Shares, such entity is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, the consummation of the transactions
contemplated hereby does not conflict with and will not result in a violation of
applicable law or its charter or other organizational documents, such entity has
full power and authority to execute and deliver this Subscription Agreement and
all other related agreements or certificates and to carry out the provisions
hereof and thereof and to purchase and hold the Shares, the execution and
delivery of this Subscription Agreement has been duly authorized by all
necessary action and this Subscription Agreement has been duly executed and
delivered on behalf of such entity and is a legal, valid and binding obligation
of such entity enforceable in accordance with its terms; and (iii) if executing
this Subscription Agreement in a representative or fiduciary capacity, it has
full power and authority to execute and deliver this Subscription Agreement in
such capacity and on behalf of the subscribing individual, ward, partnership,
trust, estate, corporation, limited liability company, or other entity for whom
the Purchaser is executing this Subscription Agreement, and such individual,
ward, trust, estate, corporation, limited liability company or partnership, or
other entity has full right and power to perform pursuant to this Subscription
Agreement and make an investment in the Company, and that this Subscription
Agreement constitutes a legal, valid and binding obligation of such entity
enforceable in accordance with its terms. The execution and delivery of this
Subscription Agreement will not violate or be in conflict with any order,
judgment, injunction, agreement or controlling document to which the Purchaser
is a party or by which it is bound.

      (t) The Purchaser represents to the Company that any information which the
undersigned has heretofore furnished or furnishes herewith to the Company is
complete and accurate and may be relied upon by the Company in determining the
availability of an exemption from registration under Federal and state
securities laws in connection with the purchase of the Shares. The Purchaser
further represents and warrants that it will


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notify and supply corrective information to the Company immediately upon the
occurrence of any change therein occurring prior to the Company's issuance of
the Shares.

      (u) The Purchaser has significant prior investment experience, including
investment in non-listed and non-registered securities. The Purchaser has a
sufficient net worth to sustain a loss of its entire investment in the Company
in the event such a loss should occur. The Purchaser's overall commitment to
investments which are not readily marketable is not excessive in view of
Purchaser's net worth and financial circumstances and the purchase of the Shares
will not cause such commitment to become excessive. The investment is a suitable
one for the Purchaser.

      (v) Within five (5) days after receipt of a request from the Company, the
Purchaser will provide such information and deliver such documents as may
reasonably be necessary to comply with any and all laws and ordinances to which
the Company is subject.

6. Indemnification. The Purchaser agrees to indemnify and hold harmless the
Company and its officers, directors, employees, agents, control persons and
affiliates against all losses, liabilities, claims, damages, and expenses
whatsoever (including, but not limited to, any and all expenses incurred in
investigating, preparing or defending against any litigation commenced or
threatened) based upon or arising out of any actual or alleged false
acknowledgment, representation or warranty, or misrepresentation or omission to
state a material fact, or breach by the Purchaser of any covenant or agreement
made by the Purchaser herein or in any other document delivered in connection
with this Subscription Agreement.

7. Binding Effect. The Purchaser hereby acknowledges and agrees that the
subscription hereunder is irrevocable by the Purchaser, except as required by
applicable law, and that this Subscription Agreement shall survive the death,
disability, bankruptcy or dissolution of the Purchaser and shall be binding upon
and inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives and permitted assigns. If the
Purchaser is more than one person, the obligations of the Purchaser hereunder
shall be joint and several and the agreements and acknowledgements herein shall
be deemed to be made by, and be binding upon, each such person and such person's
heirs, executors, administrators, successors, legal representatives and
permitted assigns.

8. Modification. This Subscription Agreement shall not be modified or waived
except by an instrument in writing signed by the party against whom any such
modification or waiver is sought.

9. Notices. Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested, or delivered against receipt to the party to whom it is to be
given: (a) if to Company, at the address set forth above, or (b) if to the
Purchaser, at the address set forth


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on the signature page hereof (or, in either case, to such other address as the
party shall have furnished in writing in accordance with the provisions of this
Section 9). Any notice or other communication given by certified mail shall be
deemed given at the time of certification thereof, except for a notice changing
a party's address which shall be deemed given at the time of receipt thereof.
Any notice or other communication given by any other means shall be deemed given
at the time of receipt thereof.

10. Assignability. This Subscription Agreement and the rights, interests and
obligations hereunder are not transferable or assignable by the Purchaser and
the transfer or assignment of the Shares shall be made only in accordance with
all applicable laws.

11. Applicable Law. This Subscription Agreement shall be governed by, and
construed in accordance with, the laws of the State of Florida relating to
contracts entered into and to be performed wholly within such State. The
Purchaser hereby irrevocably submits to the jurisdiction of the U.S. District
Court for the Southern District of Florida or, if such Court lacks subject
matter jurisdiction, in the state court of general jurisdiction in Dade County,
Miami, Florida over any action or proceeding arising out of, or relating to,
this Subscription Agreement or any agreement contemplated hereby, and the
Purchaser hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in such courts. The Purchaser further
waives any objection to venue in such State and any objection to an action or
proceeding in such State on the basis of inconvenient forum. THE PURCHASER
AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS SUBSCRIPTION AGREEMENT, THE OFFER, SALE OR
ACQUISITION OF THE SHARES OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

12. Blue Sky Qualification. The purchase of Shares under this Subscription
Agreement is expressly conditioned upon the exemption from qualification of the
offer and sale of the Shares from applicable Federal and state securities laws.
The Company shall not be required to qualify this transaction under the
securities laws of any jurisdiction and, should qualification be necessary, the
Company shall be released from any and all obligations to maintain its offer,
and may rescind any sale contracted, in the jurisdiction.

13. Use of Pronouns. All pronouns and any variations thereof used herein shall
be deemed to refer to the masculine, feminine, neuter, singular or plural as the
identity of the person or persons referred to may require.

14. Confidentiality. The Purchaser acknowledges and agrees that any information
or data it or its Advisors, if any, have acquired from or about the Company, not
otherwise properly in the public domain, was received in strict confidence. The
Purchaser agrees not to divulge, communicate or disclose, or permit its
Advisors, if any, to disclose, except as may be required by law or for the
performance of this, or use to the detriment of the Company or for the benefit
of any other person or persons, or misuse in any way, any confidential
information of the Company, including any technical, trade or business


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secrets of the Company and any technical, trade or business materials that are
treated by the Company as confidential or proprietary, including, but not
limited to, ideas, discoveries, inventions, developments and improvements
belonging to the Company and confidential information obtained by, or given to,
the Company about, or belonging to, third parties.

15. Survival of Representations and Warranties. The representations and
warranties and agreements contained herein shall survive the delivery of, and
the payment for, the Shares.

16. Miscellaneous.

      (a) This Agreement constitutes the entire agreement between the Purchaser
and the Company with respect to the subject matter hereof and supersedes all
prior oral or written agreements and understandings, if any, relating to the
subject matter hereof. The terms and provisions of this Subscription Agreement
may be waived, or consent for the departure therefrom granted, only by a written
document executed by the party entitled to the benefits of such terms or
provisions.

      (b) The Purchaser's representations, warranties, agreements and
acknowledgments made in this Subscription Agreement shall survive the execution
and delivery hereof and delivery of the Shares.

      (c) Each of the parties hereto shall pay its own fees and expenses
(including the fees of any attorneys, accountants, appraisers or others engaged
by such party) in connection with this Subscription Agreement and the
transactions contemplated hereby whether or not the transactions contemplated
hereby are consummated.

      (d) This Subscription Agreement may be executed in one or more
counterparts each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.

      (e) Each provision of this Subscription Agreement shall be considered
separable and if for any reason any provision or provisions hereof are
determined to be invalid or contrary to applicable law, such invalidity or
illegality shall not impair the operation of or affect the remaining portions of
this Subscription Agreement.

      (f) Paragraph titles are for descriptive purposes only and shall not
control or alter the meaning of this Subscription Agreement as set forth in the
text.


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<PAGE>

If the purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or
TRUST:

WINSIDE Investment  S.A.                       N/A
Name of Partnership,                           Federal Taxpayer
Corporation, Limited                           Identification Number (if any)
Liability Company or
Trust


Date:  May _____, 2004


By: _________________________
Name:
Title:

Jurisdiction:     Republic of Panama

Address:          Torre Swiss Bank
                  2nd Piso Calle 53 Este
                  Urbanizacion Marbella
                  Republic de Panama

SUBSCRIPTION ACCEPTED AND AGREED TO
this ___________ day of May, 2004

PHONE1GLOBALWIDE, INC.


By: _____________________________
      Syed Naqvi, CFO


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